Eros International Media Limited Notice 201, Kailash Plaza, Plot no. A-12, Opp. Laxmi Industrial Estate, Link Road, Andheri West, Mumbai 400 053 Phone: +91 22 66021500, Fax: +91 22 66021540 Email: Website: www.erosintl.com CIN: L99999MH1994PLC080502 NOTICE is hereby given that the 22 nd Annual General Meeting (AGM) of the Members of Eros International Media Limited will be held on Thursday, the 29 th day of September 2016 at 2.30 p.m. at The Club, D N Nagar, Andheri West, Mumbai 400 053, to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt: together with the Report of the Directors and Auditors thereon. 31 March 2016, together with the Report of the Auditors thereon. 2. To ratify the appointment of Statutory Auditors of the Company Ordinary Resolution: Co LLP, Chartered Accountants, (Firm Registration No.001076N/N500013), as the Statutory Auditors of the Company, who were appointed by the members at their Annual General meeting held on 25 September, rd consecutive this meeting to the next annual general meeting of the Company on a remuneration as may be decided by the Board. SPECIAL BUSINESS: Ordinary Resolution: RESOLVED TO NOTE THAT 02966514), a Director of the Company, who retires Meeting in accordance with the provisions of Section 152 of the Companies Act, 2013, has expressed his unwillingness to be re-appointed as such, and accordingly it is resolved that the resultant vacancy on RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 read with Rule 3(7) of the Companies (Audit and Auditors) Rules, or re-enactment(s) thereof for the time being in force), the appointment of M/s. Walker Chandiok & Place : Mumbai Date : 27 May 2016 By Order of the Board of Directors For Eros International Media Limited Dimple Mehta 148 Annual Report 2015-16
Notice NOTES ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person shall not act as Proxy for more than Fifty (50) members and holding in aggregate not more than ten (10) percent of the total share capital of the Company carrying voting rights. A person holding more than ten (10) percent of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as proxy for any other person or shareholder. Proxies submitted on behalf of limited companies, societies etc., must be supported by appropriate resolutions / authority, as applicable. 2. The instrument appointing the proxy (as per the format stamped, completed and signed and deposited at the before the commencement of the meeting. 3. MEMBER/PROXY SHOULD BRING THE ATTENDANCE SLIP SENT HEREWITH, DULY FILLED IN, FOR ATTENDING THE MEETING. 4. Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business at the meeting, is annexed hereto. 5. Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested together with their respective specimen signatures authorizing their representatives to attend and vote on their behalf at the meeting. 6. The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, 22 September, 2016 till Thursday, 29 September, 2016 (both days inclusive). 7. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change of address immediately to the Company / Registrar and Transfer Agent, M/s. Link Intime India Private Limited. 8. Members must quote their Folio No./ Demat Account No. and contact details such as e-mail address, contact no. etc in all their correspondence with the Company/ Registrar & Transfer Agent. 9. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/ Registrar & Transfer Agent. 10. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or M/s Link Intime India Private Limited, Registrar & Transfer Agent for assistance in this regard. 11. Relevant documents referred to in this Notice and the statement pursuant to Section 102 of the Companies Act, 2013 shall be open for inspection at hours on all days except Saturdays, Sundays and Public Holidays upto the date of the Annual General Meeting. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the AGM. 12. Every Member entitled to vote at the AGM of the Company can inspect the proxies lodged at the Company at any time during the business hours of the Company during the period beginning commencement of the AGM. However, a prior notice of not less than three (3) days in writing of the intentions to inspect the proxies lodged shall be required to be provided to the Company. 13. The Company has designated an exclusive email id for redressal of shareholders complaints/grievances. For any investor related queries, you are requested to please write to us at the above email id. Notice 149
Eros International Media Limited Notice (contd.) 14. Members who are yet to encash their earlier dividend warrants for the interim dividend in FY 2012-13 are M/s Link Intime Private Limited, RTA of the Company for revalidation of the dividend warrants/issue of fresh demand drafts. The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 3 September, 2015 (date of the last Annual General Meeting) on the website of the Company www.erosintl.com and also on the website of 15. Members are requested to bring their Attendance Slip alongwith copy of the Report and Accounts to the Annual General Meeting. 16. Members who wish to obtain any information on the Company or view the accounts for the Financial Year ended 31 March 2016 may visit the Company s website www.erosintl.com or send their queries to Company atleast ten (10) days before the AGM. 17. In terms of the applicable provisions of the new Companies Act, 2013 and rules thereto, the Company has obtained email addresses of its Members and have given an advance opportunity to every Member to register their email address and changes therein from time to time with the Company for service of communications /documents (including Notice of General Meetings, Audited Financial Statements, Directors Report, Auditors Report and all other documents) through electronic mode. order of names as per the Register of Members of the Company will be entitled to vote. Although Company has given opportunity for registration of email addresses and has already obtained email addresses from some of its members, the Company once again request its Members, who have so far not registered, to register their e-mail address(es) and changes therein from time to time, through any of the following manner: i. Email Intimation: By sending an email mentioning the Name(s) and Folio Number/Client ID and DP ID to the Registrar and Transfer Agent at or compliance. ii. Written communication: By sending written communication addressed to the Company Registrar and Transfer Agent of the Company at M/s Link Intime India Private Limited, Unit Eros International Media Limited, C-13 Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai 400 078. 19. As none of the Directors are being appointed/ reappointed at the Annual General Meeting, no details are attached to this Notice as per Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 20. Electronic copy of the Notice convening the 22 nd AGM of the Company, the Annual Report alongwith the process of e-voting and the Attendance Slip, Proxy Form and Ballot Paper are being sent to all the members whose email Ids are registered with the Company /Depository Participants for communication purposes unless any member has requested for a physical copy of the same. For members who have not registered their email addresses, physical copies of the Notice convening the 22 nd AGM of the Company, the Annual Report alongwith the process of e-voting and the Attendance Slip, Proxy Form and Ballot Paper are being sent in the permitted mode. 21. Members may also note that the Notice convening the 22 nd Annual General Meeting and the Annual Report 2016 will also be available on the Company s website at www.erosintl.com for download. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, free of cost. For any communication, the shareholders may also send request to. 22. The route map showing directions to reach the venue of the 22 nd AGM is annexed. 23. Voting I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased 150 Annual Report 2015-16
Notice to provide its members the facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and the business may be of casting the votes by the members using an electronic voting system from a place other than the venue of the AGM ( remote e-voting ) will be provided by National Securities Depository Limited (NSDL). II. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper. III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again. Monday, 26 September, 2016 (9.00 am) and ends on Wednesday, 28 September, 2016 (5.00 pm). During this period, members of the Company holding shares either in physical form or in Thursday, 22 September, 2016, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently. under: A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/Depository Participants(s)]: e-voting.pdf with your Client ID or Folio your user ID and password/pin for remote e-voting. Please note that the password is an initial password. ii. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com iii. Click on Shareholder Login iv. Put user ID and password as initial password/ PIN noted in step (i) above. Click Login. v. Password change menu appears. Change the password/pin with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password vi. Home page of remote e-voting opens. Click on Limited. viii. Now you are ready for remote e-voting as ix. Cast your vote by selecting appropriate option when prompted. successfully will be displayed. xi. Once you have voted on the resolution, you will not be allowed to modify your vote. xii. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to with a copy marked to B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the Company/ Depository Participants(s) or requesting physical copy]: Notice 151
Eros International Media Limited Notice (contd.) (i) Initial password is provided at the Ballot USER ID and PASSWORD (ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote. Frequently Asked Questions (FAQs) and e-voting user manual for shareholders available at the Downloads section of www.evoting.nsdl.com or call on toll free no: 1800-222-990. e-voting then you can use your existing user ID and password/pin for casting your vote. folio which may be used for sending future communication(s). IX. The voting rights of members shall be in proportion to their shares of the paid up equity date of Thursday, 22 September, 2016. X. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the may obtain the login ID and password by sending a request at or Issuer/RTA. However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using Forgot User Details/ Password option available on www.evoting.nsdl. com or contact NSDL at the following toll free no.: 1800-222-990. XI. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM. remote e-voting or voting at the AGM through ballot paper. XIII. Mr. Makarand Joshi, Practicing Company Secretary, (Membership No. 5533, COP: 3662) partner of M/s Makarand M. Joshi & Co. has been appointed as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner. the resolutions on which voting is to be held, the Chairman shall, with the assistance of the Scrutinizer, order voting through ballot paper for all those members who are present but have not cast their votes electronically using remote e-voting facility. conclusion of voting at the AGM, count the votes cast at the AGM and thereafter unblock the votes cast through remote e-voting in the presence of atleast two (2) witnesses not in the employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizers Report of the total votes cast in favour of or against, if any, and the results of the voting shall be declared not later than 48 hours from the conclusion of the AGM of the Company. The Chairman, or any other person authorised by the Chairman, shall declare the result of voting forthwith. Scrutinizer shall be placed on the website of the Company www.erosintl.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing and the same shall be communicated to BSE Limited and National Stock Exchange of India Limited. Notes and instructions for voting through Ballot Paper i. Members desiring to cast their vote in Ballot Paper are requested to execute the Ballot Paper as per the instructions stated therein and send the same in the enclosed self-addressed postage prepaid envelope. XII. A person, whose name is recorded in the register date only shall be entitled to avail the facility of ii. The vote can be cast by recording the assent in the Column FOR and dissent in the Column AGAINST by 152 Annual Report 2015-16
Notice iii. The Member need not use all the votes nor needs to cast all the votes in the same way. iv. Members can download the Ballot Paper from the link www.erosintl.com or seek a duplicate Ballot Paper from Link Intime India Private Limited, the Registrar Silk Mills Compound, L. B. S. Marg, Bhandup (West), to the Scrutinizer. v. Kindly note that the Members can opt only one mode of voting i.e either by Ballot Paper or e-voting. If you are opting for e-voting, then do not vote by Ballot Paper and vice versa. However, in case a Member has voted both in Ballot Paper as well as e-voting, then voting done through e-voting shall prevail and voting done through Ballot Paper will be treated as invalid. vii. The Ballot Papers received after close of working hours (5.00 p.m.), Wednesday, 28 September, 2016 will be treated as if the same has not been received from the Member. By Order of the Board of Directors For Eros International Media Limited Place : Mumbai Dimple Mehta Date : 27 May, 2016 CIN: L99999MH1994PLC080502 vi. You are requested to carefully read the instructions printed on the Ballot Paper and return the paper (no other Form or photocopy is permitted) duly completed, in the enclosed self-addressed postage prepaid envelope, so as to reach the Scrutinizer at C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai 400 078 on or before the close of working hours (5.00 p.m.) on Wednesday, 28 September, 2016. No other request/ details furnished in the Self Addressed envelope will be entertained. Notice 153
Eros International Media Limited Notice (contd.) EXPLANATORY STATEMENT(PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013) As required by Section 102 of the Companies Act, 2013, the following explanatory statement sets out all material facts relating to the business mentioned under Item No. 3 of the accompanying Notice: Item No. 3: appointed on 10 February, 2010 as Executive Director on the Board of the Company after which he was re-appointed as such by the shareholders of the Company on 28 August, director is liable to retire by rotation at the forthcoming Annual General Meeting(AGM). deemed to be interested in the resolution set out at Item No. 3 of the Notice, to the extent of their shareholding interest, if any, in the Company. Except for Mr. Sunil Lulla and Mr. Kishore Lulla, co-brothers Managerial Personnels or their relatives are concerned or interested in Item No. 3 above. The Board recommends the resolution at Item No. 3 for approval by the members. By Order of the Board of Directors For Eros International Media Limited has expressed his unwillingness to be re-appointed as a director of the Company vide his letter dated 26 May, 2016. In view of the above vacancy, Your Board of to such retirement. Place : Mumbai Date : 27 May 2016 Dimple Mehta 201, Kailash Plaza, Plot No. A-12, Opp. Laxmi Industrial Estate, Link Road, Andheri West, Mumbai 400 053 901/902, Supreme Chambers, Andheri West, Mumbai 400 053 Tel: +91 22 66021500 Email: Registrar and Transfer Agent: M/s. Link Intime India Private limited Unit: Eros International Media Limited C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai 400 078 Tel: +91 22 25946970 Email: 154 Annual Report 2015-16
Eros International Media Limited CIN: L99999MH1994PLC080502 Phone: 91 22 66021500 Fax: 91 22 66021540 Email: Website: www.erosintl.com ATTENDANCE SLIP (To be presented at the entrance of the meeting hall) 22 nd Annual General Meeting on Thursday, 29 September, 2016 at 2.30 p.m. at The Club, D N Nagar, Andheri West, Mumbai 400 053. Folio No.... DP ID No.... Client ID No.... Name of the Member... Signature... Name of the Proxyholder.... Signature... 1. Only Member/proxyholder can attend the Meeting. 2. Member/Proxyholder should bring his/her copy of the Annual Report for reference at the Meeting. PROXY FORM - FORM NO. MGT-11 [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] CIN : L99999MH1994PLC080502 Name of the Company : EROS INTERNATIONAL MEDIA LIMITED : 201, Kailash Plaza, Plot no. A-12, Opp. Laxmi Industrial Estate, Link Road, Andheri West Mumbai 400 053 Name of the Member (s) : Registered address : E-mail ID : Folio No/ Client ID : DP ID : I/We, being the member(s) of shares of Eros International Media Limited, hereby appoint:- 1.... of... having email id... or failing him 2.... of... having email id... or failing him 3.... of... having email id... or failing him And whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 22 nd Annual General Meeting of the Company, to be held on Thursday, 29 September, 2016 at 2.30 p.m. at are indicated below: **I wish my above proxy to vote in the manner as indicated in the box below:
Sr. Resolutions No. 1 31 March, 2016 together with Directors Report and Auditors Report thereon & (b) audited consolidated 2 To ratify the appointment of M/s Walker Chandiok & Co LLP, Chartered Accountant, Mumbai (Registration No. 3 Optional For Against Signed this... day of... 2016 Revenue Stamp... Signature of shareholder Note: than 48 hours before the commencement of the Meeting. 2) A Proxy need not be a member of the Company. carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. or Against column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate. 5) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.
ROUTE MAP FOR VENUE OF ANNUAL GENERAL MEETING OF EROS INTERNATIONAL MEDIA LIMITED J.P. Road D N Nagar Metro Station Azad Nagar Metro Station Andheri Metro Station The Club Mumbai New Link Road Andheri Railway Station Venue: The Club, DN Nagar, Andheri West, Mumbai 400 053 Prominent Landmark: Juhu Circle